THE UNIVERSITY OF SOUTHERN MISSISSIPPI FOUNDATION. Consolidated Financial Statements. June 30, 2011 and 2010

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1 Consolidated Financial Statements (With Independent Auditors Report Thereon)

2 KPMG LLP Suite 1100 One Jackson Place 188 East Capitol Street Jackson, MS Independent Auditors' Report The Board of Directors The University of Southern Mississippi Foundation: We have audited the accompanying consolidated statements of financial position of The University of Southern Mississippi Foundation (the Foundation) as of, and the related consolidated statements of activities and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Foundation's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Foundation s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The University of Southern Mississippi Foundation as of June 30, 2011 and 2010, and the changes in their net assets and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles. October 26, 2011 KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ( KPMG International ), a Swiss entity.

3 Consolidated Statements of Financial Position Assets Cash and cash equivalents $ 2,492,825 6,287,959 Accrued interest 125, ,641 Prepaid assets and other receivables 272, ,485 Amounts due from brokers 176,967 Pledges receivable, net (note 2) 8,860,282 11,106,813 Investments (notes 3 and 4) 76,190,180 61,044,099 Present value of amounts due from externally managed trusts (note 5) 1,305,074 1,453,640 Net investment in direct financing lease (note 13) 1,248,186 1,385,060 Property and equipment, net (note 6) 371, ,890 Total assets $ 90,866,124 82,137,554 Liabilities and Net Assets Liabilities: Accounts payable $ 309, ,740 Line of credit (note 7) 1,172,113 1,322,113 Amounts due to brokers 280 Gift annuities payable 414, ,111 Liability for amounts held for others 1,410 3,524 Total liabilities 1,898,310 2,130,488 Net assets: Unrestricted 4,670,327 2,563,938 Temporarily restricted (note 9) 35,074,757 30,631,514 Permanently restricted (note 10) 49,222,730 46,811,614 Total net assets 88,967,814 80,007,066 Total liabilities and net assets $ 90,866,124 82,137,554 See accompanying notes to consolidated financial statements. 2

4 Consolidated Statement of Activities Year ended June 30, 2011 Temporarily Permanently Unrestricted restricted restricted Total Revenues, gains and other support: Contributions $ 1,582,875 3,277,734 1,526,358 6,386,967 Net investment gain (note 3) 3,079,444 8,135, ,047 11,418,752 Change in value of split interest agreements 3, , ,646 Other 113,143 99, , ,966 Change in restriction by donor (149,198) (273,274) 422,472 Net assets released from restrictions (note 8) 6,798,708 (6,798,708) Total revenues, gains and other support 11,424,972 4,443,243 2,411,116 18,279,331 Expenses: Program services: Contributions and support for The University of Southern Mississippi 6,974,473 6,974,473 Total program services 6,974,473 6,974,473 Supporting services: General and administrative 1,459,219 1,459,219 Fund raising 884, ,891 Total supporting services 2,344,110 2,344,110 Total expenses 9,318,583 9,318,583 Increase in net assets 2,106,389 4,443,243 2,411,116 8,960,748 Net assets at beginning of year 2,563,938 30,631,514 46,811,614 80,007,066 Net assets at end of year $ 4,670,327 35,074,757 49,222,730 88,967,814 See accompanying notes to consolidated financial statements. 3

5 Consolidated Statement of Activities Year ended June 30, 2010 Temporarily Permanently Unrestricted restricted restricted Total Revenues, gains and other support: Contributions $ 1,828,217 10,209,491 1,032,174 13,069,882 Net investment gain (note 3) 2,054,658 2,001, ,464 4,167,148 Change in value of split interest agreements 22,526 (68,527) (46,001) Other 71,598 79,192 83, ,136 Change in restriction by donor (42,100) (109,050) 151,150 Net assets released from restrictions (note 8) 6,571,044 (6,571,044) Total revenues, gains and other support 10,483,417 5,632,141 1,309,607 17,425,165 Expenses: Program services: Contributions and support for The University of Southern Mississippi 6,701,585 6,701,585 Total program services 6,701,585 6,701,585 Supporting services: General and administrative 1,584,974 1,584,974 Fund raising 906, ,999 Total supporting services 2,491,973 2,491,973 Total expenses 9,193,558 9,193,558 Increase in net assets 1,289,859 5,632,141 1,309,607 8,231,607 Net assets at beginning of year 1,274,079 24,999,373 45,502,007 71,775,459 Net assets at end of year $ 2,563,938 30,631,514 46,811,614 80,007,066 See accompanying notes to consolidated financial statements. 4

6 Consolidated Statements of Cash Flows Years ended Cash flows from operating activities: Increase in net assets $ 8,960,748 8,231,607 Adjustments to reconcile increase in net assets to net cash used in operating activities: Depreciation and amortization 99,278 78,224 Loss on disposal of property and equipment 687 8,060 Fair value of donated assets (267,349) (27,500) Loss on disposal of donated assets 84,156 Realized and unrealized gains on investments, net (10,020,767) (3,097,082) Permanently restricted contributions (1,877,835) (1,324,526) Permanently restricted dividends and interest (17,289) (16,533) Change in externally managed trusts 148, ,336 Change in gift annuities and pooled income fund (14,551) (40,141) Present value adjustments to annuities 32,533 44,681 Changes in operating assets and liabilities: Accrued interest 16,822 56,385 Prepaid assets and other receivables (1,916) 97,640 Advances to The University of Southern Mississippi 360,275 Pledges receivable, net 2,246,531 (4,808,418) Accounts payable (93,120) (61,946) Liability for amounts held for others (2,114) (4,353) Net cash used in operating activities (705,620) (381,291) Cash flows from investing activities: Purchases of property and equipment (76,083) (34,634) Change in cash surrender value of life insurance (177,837) (102,679) Purchases of investments (27,849,196) (28,329,948) Change in amounts due to/from brokers 177,247 (225,358) Proceeds from sales and maturities of investments 22,974,114 13,065,000 Principal payments received under direct financing lease 136, ,291 Net cash used in investing activities (4,814,881) (15,480,328) Cash flows from financing activities: Principal payments on line of credit (150,000) (152,390) Permanently restricted contributions 1,877,835 1,324,526 Permanently restricted dividends and interest 17,289 16,533 Investments subject to annuity agreements, net 32,498 Annuity payments (52,255) (52,756) Net cash provided by financing activities 1,725,367 1,135,913 Net decrease in cash and cash equivalents (3,795,134) (14,725,706) Cash and cash equivalents at beginning of year 6,287,959 21,013,665 Cash and cash equivalents at end of year $ 2,492,825 6,287,959 Supplemental disclosures of cash flow information: Cash paid for interest $ 23,296 28,103 See accompanying notes to consolidated financial statements. 5

7 (1) Organization and Significant Accounting Policies (a) Organization The University of Southern Mississippi Foundation (the Foundation) is a not-for-profit entity organized under the laws of the State of Mississippi to provide support to The University of Southern Mississippi (the University) and its students. The Foundation depends on the University to provide the staff and facilities for its operations (see note 12). Foundation Aviation Holdings, LLC was formed by the Foundation in October 2008 as a single member limited liability company. The Foundation s consolidated financial statements include the accounts of Foundation Aviation Holdings, LLC. All significant intercompany accounts and intercompany transactions have been eliminated. (b) Basis of Accounting The consolidated financial statements, which are presented on the accrual basis of accounting, have been prepared to present balances and transactions according to the existence or absence of donorimposed restrictions. This has been accomplished by classification of net assets and transactions into three classes permanently restricted, temporarily restricted and unrestricted as follows: Permanently restricted net assets net assets subject to donor-imposed stipulations that they be maintained permanently by the Foundation. Generally, the donor of these assets permits the Foundation to use all or part of the income earned on related investments for general or specific purposes in support of the University. Temporarily restricted net assets net assets subject to donor-imposed stipulations that may or will be met by actions of the Foundation and/or the passage of time. To the extent that restricted resources from multiple donors are available for the same purpose, the Foundation expends such gifts on a first in, first out basis. Unrestricted net assets net assets which represent resources generated from operations or that are not subject to donor-imposed stipulations. Revenues are reported as increases in unrestricted net assets unless use of the related assets is limited by donor-imposed restrictions. Expenses are reported as decreases in unrestricted net assets. Gains and losses on investments and other assets or liabilities are reported as increases or decreases in unrestricted net assets unless the use of the underlying net asset is restricted by explicit donor stipulations or by law. Expirations of restrictions on net assets (i.e., the donor-stipulated purpose has been fulfilled and/or the stipulated time period has elapsed) are reported as net assets released from restrictions. Contributions, including unconditional promises to give, are recognized as revenues in the period received. Conditional promises to give are not recognized until they become unconditional, that is, when the conditions on which they depend are substantially met. Contributions of assets other than cash are recorded at their estimated fair value. Contributions to be received after one year are discounted at a rate commensurate with the risk involved. Amortization of the discount is recorded as contribution revenue and recognized in accordance with donor-imposed restrictions, if any, on the 6 (Continued)

8 contributions. Allowance is made for uncollectible contributions based upon management s judgment and analysis of the creditworthiness of the donors, past collection experience and other relevant factors. Income and realized and unrealized gains (losses) on investments of permanently restricted net assets are reported as follows: as increases (decreases) in permanently restricted net assets if the terms of the gift or the Foundation s interpretation of relevant state law require that they be added to the principal of a permanent endowment fund; as increases (decreases) in temporarily restricted net assets if the terms of the gift impose restrictions on their use; as increases (decreases) in unrestricted net assets in all other cases. (c) Use of Estimates The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. The Foundation s investments are invested in various types of investment securities within various markets. Investment securities are exposed to several risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the Foundation s consolidated financial statements. Another estimate that is particularly susceptible to significant change in the near term relates to the allowance for uncollectible pledges. Management s estimate of the allowance for uncollectible pledges is based on an analysis of economic conditions, financial information about donors and current receivable levels and agings. (d) (e) Property and Equipment Property and equipment are stated at cost if purchased, or at fair value on the date of gift if donated. Depreciation of equipment is provided on the straight-line method over the estimated useful life of the assets. The estimated useful lives for automobiles and office equipment is five years and furniture and fixtures is seven years. Software costs are capitalized in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 350, Intangibles Goodwill and Other, and are depreciated over an estimated useful life of five years. Investments Investments in equity securities with readily determinable fair values and all investments in debt securities are reported at fair value. Real estate investment funds are reported at the net asset value reported by the fund managers, which is used as a practical expedient to estimate the fair value of the Foundation s interest therein, unless it is probable that all or a portion of the investment will be sold 7 (Continued)

9 for an amount different from net asset value. At, the Foundation had no plans or intentions to sell investments at amounts different from net asset value. Other investments, which consist primarily of pooled investment funds and real estate, are recorded at fair value. The fair value of real estate is based on recent appraisals. Transactions are accounted for on a trade date basis. (f) (g) (h) (i) (j) (k) (l) Pledges All unconditional pledges to give are recorded at their estimated realizable value on a discounted basis using a risk-free interest rate. Split Interest Agreements The Foundation accepts gifts subject to split interest agreements. These gifts may be in the form of annuities, pooled income funds, charitable remainder trusts, or charitable lead trusts. At the time of receipt, a gift is recorded based upon the fair value of assets donated less any applicable liabilities. Liabilities include the present value of projected future distributions to the annuity or trust beneficiary and are determined using a designated discount rate. Funds subject to split interest agreements are classified as temporarily restricted or permanently restricted based upon donor designations. Income Taxes The Foundation is exempt from federal income taxes on related income under Internal Revenue Code section 501(a) as an organization described in section 501(c)(3). Foundation Aviation Holdings, LLC is disregarded as an entity separate from the Foundation for purposes of the Internal Revenue Code. Accordingly, no provision for income taxes has been made. Liquidity Assets are presented according to their nearness to cash and liabilities are presented according to their nearness of payment or use of cash. Cash Equivalents All highly liquid cash investments with an original maturity of three months or less when purchased are considered to be cash equivalents. Contributed Goods and Services Contributed goods and services are recorded as revenues and expenses in the consolidated statements of activities at estimated fair value (see note 12). Fair Value Measurements The Foundation applies the provisions of FASB ASC 820, Fair Value Measurements and Disclosures, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market 8 (Continued)

10 participants at the measurement date. FASB ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements (see note 4). The Foundation applies the provisions of FASB Accounting Standards Update (ASU) , Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) (ASU ), which amended FASB ASC 820. ASU provides guidance for estimating the fair value of investments in investment companies that have calculated net asset value per share. As a practical expedient, the FASB decided that a reporting entity should be permitted to estimate the fair value of an investment within the scope of this ASU using net asset value without further adjustment as of the reporting entity s measurement date. At June 30, 2010, the Foundation s only investment reported at net asset value related to an investment in a real estate investment fund with a balance of $62,953. At June 30, 2011, the Foundation did not have any assets reported at net asset value. Net asset value, in many instances, may not equal fair value that would be calculated pursuant to FASB ASC 820. (m) (n) Subsequent Events The Foundation has evaluated subsequent events through October 26, 2011, the date the consolidated financial statements were available to be issued. The Foundation does not believe there are any material subsequent events which would require disclosure. Reclassifications Certain reclassifications have been made to the 2011 consolidated financial statements to conform to the 2010 presentation. The reclassifications did not affect total net assets. (2) Pledges Receivable Pledges receivable, net, are summarized as follows at : Unconditional promises expected to be collected in: Less than one year $ 3,629,451 3,817,786 One year to five years 5,791,807 8,479,959 More than five years 403,569 54,680 9,824,827 12,352,425 Less unamortized discounts ranging from 1.76% to 5.15% (537,478) (723,038) 9,287,349 11,629,387 Less allowance for uncollectible pledges (427,067) (522,574) Total $ 8,860,282 11,106,813 9 (Continued)

11 (3) Investments Investments are summarized as follows at : Investment Strategy: Fixed Income: U.S. Government securities $ 7,895,734 10,585,067 Corporate bonds 4,756,277 4,369,727 Mutual funds 7,203,164 10,154,405 Index funds 540, ,362 Total fixed income 20,395,762 25,631,561 Equities: Common stocks 10,719,857 13,861,210 Mutual and common stock funds 26,207,136 12,757,479 Index funds 6,037,327 4,530,767 Total equities 42,964,320 31,149,456 Alternative investments: Hedge funds 3,619,840 Commodity funds 3,174, ,295 Real estate owned 474, ,156 Real estate investment funds 3,420,662 1,719,256 Total alternative investments 10,689,886 2,300,707 Cash surrender value of insurance policies 2,094,180 1,916,343 Other 46,032 46,032 Total investments $ 76,190,180 61,044,099 The Foundation has entered into various split interest agreements, including charitable gift annuities and pooled income funds, whereby the Foundation serves as trustee. The assets held under these split interest agreements are included in investments at with a fair value of $631,983 and $535,428, respectively. 10 (Continued)

12 The following schedule summarizes net investment gain and its classification in the consolidated statements of activities: 2011 Temporarily Permanently Unrestricted restricted restricted Total Dividends and interest (net of expenses of $365,267) $ 1,231, ,718 17,289 1,397,985 Realized (losses) gains, net (14,814) 690,036 10, ,723 Unrealized gains, net 1,862,280 7,296, ,257 9,335,044 Total $ 3,079,444 8,135, ,047 11,418, Temporarily Permanently Unrestricted restricted restricted Total Dividends and interest (net of expenses of $446,559) $ 1,008,644 44,889 16,533 1,070,066 Realized (losses) gains, net (33,972) 497,679 20, ,047 Unrealized gains, net 1,079,986 1,458,458 74,591 2,613,035 Total $ 2,054,658 2,001, ,464 4,167,148 (4) Fair Value Measurements FASB ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value hierarchy established in FASB ASC 820 prioritizes the inputs used in valuation techniques into three levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Foundation has the ability to access at the measurement date; Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3 inputs are unobservable inputs for the asset or liability. The asset s or liability s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. 11 (Continued)

13 The following is a description of the valuation methodologies used for assets measured at fair value. Mutual and common stock funds, index funds, hedge funds and commodity funds, U.S. Government securities, corporate bonds and common stocks: Valued at the closing price reported on the active market on which the individual securities are traded. Real estate investment funds: At, $3,420,662 and $1,656,303, respectively, are publicly traded and are valued at the closing price reported on the active market on which the individual securities are traded. In addition, at June 30, 2010, $62,953 is valued at the net asset value of underlying investments as determined by the asset custodian; management also takes into consideration the audited financial information to determine overall reasonableness of the recorded value. At June 30, 2011, the Foundation did not have any assets reported at net asset value. Cash surrender value of insurance policies: Valued at the cash surrender value of the life insurance contract as determined by the life insurance company. Real estate owned and other: Valued on the basis of recent appraisals. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Foundation believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. 12 (Continued)

14 The following tables set forth by level, within the fair value hierarchy, the Foundation s assets at fair value or net asset value as of : June 30, 2011 Level 1 Level 2 Level 3 Total Investment strategy: Fixed income: U.S. Government securities $ 7,895,734 7,895,734 Corporate bonds 4,756,277 4,756,277 Mutual funds 7,203,164 7,203,164 Index funds 540, ,587 Total fixed income 20,395,762 20,395,762 Equities: Common stocks 10,719,857 10,719,857 Mutual and common stock funds 26,207,136 26,207,136 Index funds 6,037,327 6,037,327 Total equities 42,964,320 42,964,320 Alternative investments: Hedge funds 3,619,840 3,619,840 Commodity funds 3,174,884 3,174,884 Real estate owned 474, ,500 Real estate investment funds 3,420,662 3,420,662 Total alternative investments 10,215, ,500 10,689,886 Cash surrender value of insurance policies 2,094,180 2,094,180 Other 46,032 46,032 Total investments $ 73,575,468 2,614,712 76,190,180 Present value of amounts due from externally managed trusts* $ 1,305,074 1,305, (Continued)

15 June 30, 2010 Level 1 Level 2 Level 3 Total Investment strategy: Fixed income: U.S. Government securities $ 10,585,067 10,585,067 Corporate bonds 4,369,727 4,369,727 Mutual funds 10,154,405 10,154,405 Index funds 522, ,362 Total fixed income 25,631,561 25,631,561 Equities: Common stocks 13,861,210 13,861,210 Mutual and common stock funds 12,757,479 12,757,479 Index funds 4,530,767 4,530,767 Total equities 31,149,456 31,149,456 Alternative investments: Commodity funds 108, ,295 Real estate owned 473, ,156 Real estate investment funds 1,656,303 62,953 1,719,256 Total alternative investments 1,764, ,109 2,300,707 Cash surrender value of insurance policies 1,916,343 1,916,343 Other 46,032 46,032 Total investments $ 58,545,615 2,498,484 61,044,099 Present value of amounts due from externally managed trusts* $ 1,316, ,260 1,453,640 * At, the present value of amounts due from externally managed trusts primarily consisted of mutual funds. Real estate, classified as a Level 3 investment, totaling $137,260 at June 30, 2010, was also included in the present value of amounts due from externally managed trusts. At, the Foundation had no outstanding unfunded commitments related to investments. In addition, all of the Foundation s investments can be redeemed or liquidated on a daily basis except for real estate investments which require a much longer period to liquidate. 14 (Continued)

16 Level 3 Gains and Losses The tables below set forth a summary of changes in the fair value or net asset value of the Foundation s Level 3 assets for the years ended : June 30, 2011 Real estate Externally investment Life insurance Managed funds contracts Real estate Trusts Other Total Balance, June 30, 2010 $ 62,953 1,916, , ,260 46,032 2,635,744 Acquisitions 142, ,000 Dispositions (84,156) (130,000) (214,156) Realized losses (62,953) (56,500) (7,260) (126,713) Change in cash surrender value 177, ,837 Balance, June 30, 2011 $ 2,094, ,500 46,032 2,614,712 June 30, 2010 Real estate Externally investment Life insurance Managed funds contracts Real estate Trusts Other Total Balance, June 30, 2009 $ 550,429 1,813, , ,180 46,032 3,232,961 Acquisitions 27,500 27,500 Realized losses (53,803) (60,000) (113,803) Unrealized losses (433,673) (179,920) (613,593) Change in cash surrender value 102, ,679 Balance, June 30, 2010 $ 62,953 1,916, , ,260 46,032 2,635,744 (5) Externally Managed Trusts Externally managed trusts consist of irrevocable charitable lead trusts and charitable remainder trusts whereby the Foundation is the beneficiary, not the trustee. The amount due from these split-interest agreements and the related contribution revenue is recognized at the fair value at the date of the gift. The amount due is then discounted using a discount rate and age factors in order to record the contribution at net present value. The discount rates used as of June 30, 2011 ranged from 1.76% to 4.38%. The discount rates as of June 30, 2010 ranged from 1.79% to 3.91%. 15 (Continued)

17 (6) Property and Equipment Property and equipment are summarized as follows: Automobiles $ 81,748 45,469 Furniture and fixtures 6,556 Office equipment 11,956 6,816 Software 467, , , ,109 Less accumulated depreciation (189,964) (131,219) Total $ 371, ,890 (7) Line of Credit In December 2008, the Foundation entered into a revolving line of credit facility with JPMorgan Chase Bank, NA, to purchase an aircraft for lease to the University. The line allows for borrowings up to $1,600,000 and is secured by an investment account held by the Foundation. The line had a maturity date of December 11, 2010 and was renewed for another year with a maturity date of December 11, As of, the outstanding balance of the line was $1,172,113 and $1,322,113, respectively. The line maturing December 11, 2010 bore interest at a variable rate basis at the rate per annum equal to 1.55% over the one-month LIBOR index (1.90% at June 30, 2010). The renewed line of credit maturing December 11, 2011 bears interest at a variable rate basis at the rate per annum equal to 1.55% over the one-month LIBOR index (1.74% at June 30, 2011). Interest expense incurred during the years ended was $23,146 and $27,779, respectively, including accrued interest of $1,303 and $1,454 at, respectively. 16 (Continued)

18 (8) Net Assets Released from Restrictions Net assets were released from donor restrictions by incurring expenses satisfying the restricted purpose or by occurrence of other events specified by donors. All net assets released from restrictions were for the benefit of the University. Net assets released from restrictions consist of the following at June 30, 2011 and 2010: Student financial aid $ 3,530,413 2,961,674 Academic divisions 708, ,077 Research 46, ,043 Faculty and staff support 84,126 59,725 Operation and maintenance of plant 414,513 1,860,429 Library 429,308 18,122 Athletics 64,826 28,379 Other restricted purposes 1,520, ,595 Total $ 6,798,708 6,571,044 (9) Temporarily Restricted Net Assets Temporarily restricted net assets at were available for the following purposes: Student financial aid $ 19,121,921 16,664,710 Academic divisions 3,673,589 3,303,561 Research 468, ,760 Operation and maintenance of plant 3,133,264 2,332,762 Library 317, ,093 Athletics 424, ,131 Faculty and staff support 1,073, ,210 Other restricted purposes 6,861,210 7,103,287 Total $ 35,074,757 30,631, (Continued)

19 (10) Permanently Restricted Net Assets Permanently restricted net assets at were available for the following purposes: Student financial aid $ 30,525,054 28,679,672 Academic divisions 4,156,083 4,162,144 Research 708, ,173 Operation and maintenance of plant 1,184,262 1,252,625 Library 2,930,562 2,919,600 Athletics 12,950 Faculty and staff support 7,368,661 6,308,903 Other restricted purposes 2,350,082 2,783,547 Total $ 49,222,730 46,811,614 (11) Endowment Net Assets The FASB issued FASB ASC 958, Not-for-Profit Entities, which provides guidance about the net asset classification of donor-restricted endowment funds for a not-for-profit organization that is subject to an enacted version of the Uniform Prudent Management of Institutional Funds Act (UPMIFA) and expands disclosures about endowment funds (both donor-restricted and board-designated endowment funds), regardless of whether an organization is subject to UPMIFA. As of June 30, 2011, the State of Mississippi had not yet adopted UPMIFA. At June 30, 2011, the Foundation has approximately 800 individual funds which function as endowment-type funds that are established for a variety of purposes to support the University. The endowment-type funds include both donor-restricted endowment-type funds and funds designated by the Foundation s Board of Directors to function as endowments. As required by U.S. generally accepted accounting principles, net assets associated with endowment funds, including board-designated funds to function as endowments, are classified and reported based on the existence or absence of donor-imposed restrictions. The Foundation s Board of Directors has determined its donor agreements provide for the preservation of the fair value of the original gift as of the date of the donor-restricted endowment funds. As a result, the Foundation classifies as permanently restricted net assets the original gift donated to the permanent endowment and the original value of subsequent gifts. The remaining portion of the donor-restricted endowment fund that is not classified in permanently restricted net assets is classified in temporarily restricted net assets until the amounts are appropriated for expenditures in accordance with the donor agreements. The Foundation has established investment policies to ensure the assets of the Foundation s endowment are managed in a prudent fashion in accordance with sound investment principles. The Foundation s Board of Directors sets and approves the investment policies and charges the Investment Committee with implementation and subsequent, ongoing monitoring of the policies. The Foundation s investment objectives for endowments are to provide a total return that preserves the purchasing power of the endowment s assets while providing sustainable annual support to the University. The primary 18 (Continued)

20 performance objective of the endowment is to achieve a total return, net of investment fees and within prudent levels of risk, in excess of the total spending rate. The Foundation s spending policy is designed to instill confidence that the positive growth in the market value of the endowment is sufficient to offset reasonable spending over an extended period of time. The spending policy is approved by the Foundation s Board of Directors. The spending rate was approximately 4% for the years ended. In addition, applicable endowment funds were assessed a 2% administrative fee. This fee is a portion of the funding for the development programs of the Foundation. No portion of the original gift value of the endowed assets is allocated for spending. During the years ended, the Foundation had the following endowment related activities: Temporarily Permanently Unrestricted restricted restricted Total Endowment net assets, June 30, 2010 $ 1,575,199 4,842,567 42,731,875 49,149,641 Contributions 10,176 29,625 1,374,134 1,413,935 Net investment income 3,135,848 7,330, ,190 10,663,578 Other income (loss) 670 (158) 11,757 12,269 Change in restriction by donor (147,698) (48,197) 518, ,236 Expenses (57,189) (1,267,585) (1,324,774) Transfers (1,849,117) 1, ,828 (1,491,742) Endowment net assets, June 30, 2011 $ 2,667,889 10,888,339 45,188,915 58,745,143 Temporarily Permanently Unrestricted restricted restricted Total Endowment net assets, June 30, 2009 $ 181,646 3,933,144 41,156,016 45,270,806 Contributions 113,231 59,666 1,060,001 1,232,898 Net investment income 1,107,774 2,488, ,133 3,704,959 Other (loss) income (1,618) 1, Change in restriction by donor (38,607) (1,533) 150, ,392 Expenses (164,345) (710,799) (875,144) Transfers (623,466) 72, ,193 (294,537) Allocation of fund deficiencies in endowments related to investment losses 1,000,584 (1,000,584) Endowment net assets, June 30, 2010 $ 1,575,199 4,842,567 42,731,875 49,149, (Continued)

21 At, the endowment net asset composition by type of fund consists of the following: Temporarily Permanently Unrestricted restricted restricted Total Donor-restricted endowment-type funds $ 10,888,339 45,188,915 56,077,254 Board-designated endowment-type funds 2,667,889 2,667,889 Endowment net assets, June 30, 2011 $ 2,667,889 10,888,339 45,188,915 58,745,143 Temporarily Permanently Unrestricted restricted restricted Total Donor-restricted endowment-type funds $ (1,537,988) 4,842,567 42,731,875 46,036,454 Board-designated endowment-type funds 3,113,187 3,113,187 Endowment net assets, June 30, 2010 $ 1,575,199 4,842,567 42,731,875 49,149,641 As a result of unfavorable market fluctuations, the fair value of certain donor-restricted endowments was less than the historical cost (original gift/book value) of such funds ( underwater ) by $1,537,988 at June 30, 2010, and this deficiency has been recorded in unrestricted net assets. At June 30, 2011, there were no endowments that were underwater. (12) Related Party Transactions The following contributed services, commodities, utilities, equipment, and facilities were received from the University during 2011 and 2010 and are reflected as unrestricted contributions and unrestricted expenses in the consolidated statements of activities Wages and benefits $ 1,386,067 1,538,076 Contractual services 18,141 28,624 Commodities 24, Utilities 23,301 36,997 Facilities 101,231 98,480 Total $ 1,553,048 1,702, (Continued)

22 (13) Net Investment in Direct Financing Lease Through its wholly-owned subsidiary, Foundation Aviation Holdings LLC, the Foundation leases an airplane to the University under a direct financing lease arrangement. The lease expires in January The Foundation s net investment in the direct financing lease at is presented below Total minimum lease payments to be received $ 1,478,556 1,675,697 Less unearned income (230,370) (290,637) Net investment in direct financing lease $ 1,248,186 1,385,060 Future minimum lease payments to be received are as follows: Year ending June 30: 2012 $ 197, , , , ,141 Thereafter 492,851 Total $ 1,478,556 21

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